Filing Details

Accession Number:
0001213900-24-036017
Form Type:
13D Filing
Publication Date:
2024-04-24 20:00:00
Filed By:
Bw Group Ltd
Company:
D H T Holdings Inc (NYSE:DHT)
Filing Date:
2024-04-25
SEC Url:
13D Filing
Ownership Summary

Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.

Name Sole Voting Power Shared Voting Power Sole Dispositive Power Shared Dispositive Power Aggregate Amount Owned Power Percent of Class
BW Group Limited 23,969,469 0 23,969,469 0 23,969,469 14.9%
Filing
 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 6)*

 

DHT Holdings, Inc.
(Name of Issuer)
 
Common Stock, par value $0.01 per share
(Title of Class of Securities)
 
Y2065G121
(CUSIP Number(s))

 

Nicholas Fell

BW Maritime Pte. Ltd.

Mapletree Business City, #18-01

10 Pasir Panjang Road

Singapore 117438

Telephone: +65 (0) 6434 5818

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

 
April 23, 2024
(Date of Event which Requires Filing of this Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐

 

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

 

 

 
CUSIP No. Y2065G121

  

1. Names of Reporting Persons.  
I.R.S. Identification Nos. of above persons (entities only).  
BW Group Limited  
2. Check the Appropriate Box if a Member of a Group (See Instructions):  
(a)   
(b)   
3. SEC Use Only  
4. Source of Funds (See Instructions):  
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e):       
6. Citizenship or Place of Organization:                      Bermuda

Number of

Shares

Beneficially
Owned

by Each

Reporting

Person With

7. Sole Voting Power: 23,969,469  
8. Shared Voting Power: 0  
9. Sole Dispositive Power: 23,969,469  
10. Shared Dispositive Power: 0  
11. Aggregate Amount Beneficially Owned by Each Reporting Person:      23,969,469
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):    
13. Percent of Class Represented by Amount in Row (11):       14.9%1  
14. Type of Reporting Person (See Instructions):
CO  
 

 

1This percentage is based on a total of 161,329,352 shares of Common Stock outstanding as of March 15, 2024, as reported in the Annual Report on Form 20-F filed by the Issuer on March 20, 2024.

 

2

 

 

Item 1. Security and Issuer

 

This Amendment No. 6 to Schedule 13D (“Amendment No. 6”) is being filed by BW Group Limited (“BWG”), pursuant to §240.13d-2(a) under the Act, with respect to the Common Stock, par value $0.01 per share (“Common Stock”), of DHT Holdings, Inc., a company incorporated in the Republic of the Marshall Islands (the “Issuer”), whose principal executive offices are located at Clarendon House, 2 Church Street, Hamilton HM 11, Bermuda.

 

This Amendment No. 6 amends and supplements the statement on the Schedule 13D originally filed by BWG with the Securities and Exchange Commission (the “SEC”) on April 3, 2017, and amended by Amendment No. 1, filed with the SEC on May 14, 2018, Amendment No. 2, filed with the SEC on February 26, 2019, Amendment No. 3, filed with the SEC on May 21, 2019, Amendment No. 4, filed with the SEC on November 22, 2019, and Amendment No. 5, filed with the SEC on March 31, 2020 (collectively with this Amendment No. 6, the “Schedule 13D”). Except as specifically provided herein, this Amendment No. 6 does not modify any of the information previously reported in the Schedule 13D. Capitalized terms used herein and not otherwise defined in this Amendment No. 6 have the meanings set forth in the Schedule 13D.

 

Item 2. Identity and Background

 

Item 2 of the Schedule 13D, including Schedule A, is hereby amended and supplemented as follows:

 

The registered office of BWG has changed from c/o Inchona Services Limited, Washington Mall Phase 2, 4th Floor, Suite 400, 22 Church Street, HM 1189, Hamilton HMEX, Bermuda to Washington Mall Phase 2, 4th Floor, Suite 400, 22 Church Street, HM 1189, Hamilton, Pembroke, HM EX, Bermuda.

 

This Amendment No. 6 amends the Schedule 13D by replacing Schedule A thereto with Schedule A hereto.

 

Item 5. Interest in Securities of the Issuer

 

Items 5(a), (b) and (c) of the Schedule 13D are hereby amended and supplemented as follows:

 

(a)As of April 25, 2024, BWG may be deemed to beneficially own 23,969,469 shares of Common Stock, representing approximately 14.9% of the outstanding shares of Common Stock.

 

The foregoing beneficial ownership percentage is based on a total of 161,329,352 shares of Common Stock outstanding as of March 15, 2024, as reported in the Annual Report on Form 20-F filed by the Issuer on March 20, 2024.

 

(b)BWG has sole voting power and sole dispositive power over 23,969,469 shares of Common Stock.

 

(c)The below chart reflects the transactions in Common Stock effected by BWG over past 60 days from the date hereof. All of the shares of Common Stock were sold in open market transactions through a broker.

 

Trade date    No. of Shares Sold   Average Price(1)   Transaction Price Range
11-Mar-24   (13,085)  $11.0004   $11.00 to $11.015
15-Mar-24   (200,000)  $11.2359   $11.20 to $11.28
21-Mar-24   (250,000)  $11.4109   $11.40 to $11.455
25-Mar-24   (25,487)  $11.4009   $11.40 to $11.405
27-Mar-24   (250,000)  $11.4005   $11.40 to $11.41
28-Mar-24   (162,182)  $11.5000   $11.50 to $11.50
01-Apr-24   (350,000)  $11.7333   $11.70 to $11.82
03-Apr-24   (355,000)  $11.7785   $11.74 to $11.895
23-Apr-24   (205,000)  $11.3062   $11.25 to $11.36
24-Apr-24   (63,052)  $11.3005   $11.30 to $11.31

 

(1)Reflects the weighted average sale price per share of Common Stock sold in multiple transactions. BWG undertakes to provide the SEC staff, upon request, all information regarding the number of shares sold at each separate price within the ranges set forth above.

 

3

 

 

Signature

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

April 25, 2024

 

  BW Group Limited
     
  By: /s/ Nicholas John Oxleigh Fell
  Name:  Nicholas John Oxleigh Fell
  Title: Authorized Signatory

 

4

 

 

SCHEDULE A

 

Directors and Executive Officers of BW Group Limited

 

Name

 

Business Address

 

Principal Occupation or Employment

 

Citizenship

Board of Directors
Andreas Sohmen-Pao   c/o Mapletree Business City #18-01
10 Pasir Panjang Road Singapore 117438
  Chairman, Company Director and President   Austrian
Sir John Rose   c/o Mapletree Business City #18-01
10 Pasir Panjang Road Singapore 117438
  Company Director   British
Christian Clausen   c/o Mapletree Business City #18-01
10 Pasir Panjang Road Singapore 117438
  Company Director   Danish
Thomas Thune Andersen   c/o Mapletree Business City #18-01
10 Pasir Panjang Road Singapore 117438
  Company Director   Danish
Ouma Sananikone   c/o Mapletree Business City #18-01
10 Pasir Panjang Road Singapore 117438
  Company Director   USA & British
Sanjiv Misra   c/o Mapletree Business City #18-01
10 Pasir Panjang Road Singapore 117438
  Company Director   Singaporean
Michael G. Smyth   Washington Mall Phase 2, 4th Floor, Suite 400, 22 Church Street, HM 1189, Hamilton, Pembroke, HM EX, Bermuda   Alternate Director to Andreas Sohmen-Pao   British

Executive Officers

Sebastien Jean-Pierre Brochet   c/o Mapletree Business City #18-01
10 Pasir Panjang Road Singapore 117438
  Group Chief Financial Officer   French
Sophie Caroline Oona Smith   c/o Mapletree Business City #18-01
10 Pasir Panjang Road Singapore 117438
  Group Chief Human Resources Officer   British
Yngvil Signe Eriksson Asheim   c/o Mapletree Business City #18-01
10 Pasir Panjang Road Singapore 117438
  Chief Executive Officer, BW LNG   Norwegian
Erik Strømsø   c/o Mapletree Business City #18-01
10 Pasir Panjang Road Singapore 117438
  Chief Executive Officer, BW ESS, and Managing Director, BW Renewables   Norwegian
Billy Chiu   c/o Mapletree Business City #18-01
10 Pasir Panjang Road Singapore 117438
  Executive Vice President   Singaporean
Nicholas John Oxleigh Fell   c/o Mapletree Business City #18-01
10 Pasir Panjang Road Singapore 117438
  Executive Vice President, Corporate Services and General Counsel   British & USA
Susan E. Barit   Washington Mall Phase 2, 4th Floor, Suite 400, 22 Church Street, HM 1189, Hamilton, Pembroke, HM EX, Bermuda   Vice President, Bermuda Operations   Canadian

 

5